UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of report (Date of earliest event reported):
October 12, 2017
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Commission
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Registrant; State of Incorporation
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IRS Employer
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File Number
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Address; and Telephone Number
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Identification No.
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001-09057
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WEC ENERGY GROUP, INC.
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39-1391525
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(A Wisconsin Corporation)
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231 West Michigan Street
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P.O. Box 1331
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Milwaukee, WI 53201
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(414) 221-2345
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
EXPLANATORY NOTE
On October 12, 2017, WEC Energy Group, Inc. (the “Company”) filed a Current Report on Form 8‑K (the “Original 8‑K”) to report that Allen L. Leverett, Chief Executive Officer of the Company, had been hospitalized and was receiving medical treatment for a stroke and that Gale E. Klappa had been appointed to act as Chief Executive Officer on an interim basis. On November 13, 2017, the Company filed Amendment No. 1 on Form 8‑K/A (the “First Amendment”) to amend the Original 8‑K to update the status of Mr. Leverett’s recovery and rehabilitation work and to reaffirm Mr. Klappa’s appointment. The Company is filing this Amendment No. 2 on Form 8-K/A to amend the Original 8-K for the sole purpose of disclosing the compensation arrangement of Mr. Klappa in connection with his current service as Chairman and Chief Executive Officer. Except for the foregoing, this Amendment No. 2 does not amend the Original 8‑K in any way and does not modify or update any other disclosures contained in the Original 8‑K or the First Amendment. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 8‑K and the First Amendment.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As first reported in the Original 8‑K filed on October 12, 2017, the Board of Directors of the Company appointed Mr. Klappa to act as Chief Executive Officer while Mr. Leverett recovers from the effects of the stroke he suffered and until such time as Mr. Leverett is able to reassume those responsibilities. As reported in the First Amendment filed on November 13, 2017, the Board of Directors reaffirmed
that Mr. Klappa will serve on a full-time basis as Chairman of the Board of Directors and Chief Executive Officer of the Company while Mr. Leverett continues to recover.
In recognition of Mr. Klappa’s service in these unusual circumstances, on December 7, 2017, the Compensation Committee of the Company’s Board of Directors approved, and the Company entered into, an employment agreement with Mr. Klappa. Pursuant to the agreement, Mr. Klappa will be paid $2,000,000 for his service as Chief Executive Officer in 2017. In 2018, Mr. Klappa will receive base pay of $1,425,000 and is eligible to participate in the Company’s Short-Term Performance Plan (the “STPP”), with a target award of 120% of base pay. Should his STPP award be prorated to reflect partial year employment in 2018, Mr. Klappa will receive a make-whole amount from the Company so that he receives annual incentive compensation as if the STPP had applied for the full calendar year. Mr. Klappa will also participate in the Company’s long-term incentive plan, with a target award of 342% of base pay. The long-term award, which is expected to be granted in January 2018, will be comprised of 80% restricted stock and 20% stock options. Mr. Klappa is also eligible to participate in all other benefits provided by the Company to its other senior executives.
The terms and conditions of the options to be granted to Mr. Klappa are consistent with those of options granted to other senior executives of the Company. The same is true of the shares of restricted stock to be granted to Mr. Klappa, except that the shares vest on the one year anniversary of the grant date and become fully vested if Mr. Klappa resigns for “good reason”. Good reason means a material diminution in Mr. Klappa’s duties or responsibilities, including the appointment of a successor Chief Executive Officer. Restricted stock awards granted to other senior executives customarily vest in three equal annual installments beginning one year from the date of grant and do not include full vesting upon resignation for good reason. The complete terms and conditions of Mr. Klappa’s restricted stock award are attached as Exhibit 10.2.
In 2018, Mr. Klappa will not receive any non-executive director compensation during his tenure as Chairman and Chief Executive Officer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10 Material Contracts
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WEC ENERGY GROUP, INC.
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(Registrant)
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/s/ William J. Guc
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Date: December 8, 2017
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William J. Guc, Vice President and Controller
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December 7, 2017
Mr. Gale Klappa
[ADDRESS]
[ADDRESS]
Dear Gale:
This letter will confirm compensation and benefits to be provided to you for services as Chief Executive Officer of WEC Energy.
2017 Compensation
You will be paid $2,000,000, less applicable taxes, for work performed as CEO in 2017.
2018 Compensation
You will receive $1,425,000 base pay in 2018. In addition to your base pay, you will receive annual incentive compensation with a target value of 120 percent of base pay. You will participate in the Short-Term Performance Plan (STPP), which has pre-established performance measures determined by the Compensation Committee. Should the STPP prorate your award for 2018 to reflect partial year employment, you will receive a make-whole amount to ensure you receive annual incentive compensation as if the STPP had applied for the full calendar year. This make-whole amount will be paid at the same time that the STPP award is paid.
You also will participate in the long-term incentive plan with a target compensation level of 342 percent of base pay. The award, which will be granted in January, will be comprised of 80 percent restricted stock vesting one year from the date of grant and 20 percent stock options vesting in accordance with the standard terms and conditions.
Additional Benefits
You will be eligible to participate in all other benefits available to other senior executives of the company. All benefits described above which are further defined in plan documents are subject to all of the terms in those documents which supersede any other description. Management reserves the right in its discretion to change or terminate all current benefit plans or practices and other policies and procedures. Finally, your employment would be considered at-will; that is, you could be discharged for any reason or no reason at all, at any time and without notice, and likewise, you may resign at any time and without notice.
Gale, I appreciate your availability and willingness to provide company leadership in these very unusual circumstances. Your proven track record of performance will help ensure continued success for WEC Energy Group.
Sincerely,
/s/ John F. Bergstrom
John F. Bergstrom
Chair, WEC Energy Group Compensation Committee
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I have reviewed and accept this offer of employment.
Signature:
/s/ Gale E. Klappa
Date:
December 7. 2017
WEC ENERGY GROUP, INC.
GALE KLAPPA RESTRICTED STOCK AWARD
TERMS AND CONDITIONS
2018
Subject to the terms, conditions and restrictions provided in the Notice of Restricted Stock Award (the “Notice”), this Stock Award and the Plan, WEC Energy Group, Inc. (f/k/a/ Wisconsin Energy Corporation) (the “Company”) grants to the Employee a restricted stock award pursuant to the Wisconsin Energy Corporation Omnibus Stock Incentive Plan as amended and restated effective as of May 5, 2011 (the “Plan”). The Stock Award covers a number of shares of the common stock of the Company, as set forth in the Notice, effective as of the date set forth in the Notice (the “Award Date”). The shares granted under the Stock Award shall be referred to as “Restricted Stock.”
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2.
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RESTRICTED PERIOD; VESTING
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(a)
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Restricted Period.
During the period beginning on the Award Date and ending on the day before the first anniversary of the Award Date (the “Restricted Period”), to the extent that all or any portion of the Stock Award is not vested, the Employee may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate, voluntarily or involuntarily, shares covered by the non-vested portion of the Stock Award, except by will or the laws of descent and distribution. As the Stock Award vests in accordance with subsection 2(b), the vested portion of the Stock Award shall be free of the foregoing restrictions.
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(b)
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Vesting.
As long as the Employee remains an employee of the Company or its subsidiaries, the Stock Award will vest over the Restricted Period in accordance with the following schedule:
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Years of Service from the Award Date
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% of Shares Becoming Vested (rounded to the nearest whole share)
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Less than 1
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0%
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At least 1
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100%
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For purposes of the foregoing, “Years of Service” shall commence as of the Award Date and mean years of service completed with the Company or a subsidiary. No termination of employment shall be deemed to have occurred by reason of a transfer of the Employee between the Company and a subsidiary or between two subsidiaries.
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(c)
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Notwithstanding subsection 2(b), the following provisions shall govern:
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(i)
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Termination due to Death or Disability; Occurrence of Change in Control.
If, during the Restricted Period, (A) the Employee’s employment with the Company and its subsidiaries terminates by reason of the Employee’s disability or death or (B) a Change in Control (as defined in paragraph 14 of
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the Plan), any unvested portion of the Stock Award shall become fully vested with respect to all shares covered by the Stock Award and all transfer restrictions shall lapse. For purposes of the foregoing, “disability” shall mean separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee’s job.
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(ii)
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Resignation for Good Reason
. If, during the Restricted Period, Employee’s employment with the Company and its subsidiaries terminates by reason of the Employee’s resignation for good reason, any unvested portion of the Stock Award shall become fully vested with respect to all shares covered by the Stock Award and all transfer restrictions shall lapse. For purposes of the foregoing, “good reason” shall mean a material diminution in the Employee's authority, duties, or responsibilities
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including, but not limited to, the Company's appointment of a successor Chief Executive Officer.
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(iii)
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Other Termination.
If the Employee’s employment terminates for any reason other than those described in paragraphs (i) and (ii) during the Restricted Period (excluding transfers as noted under subsection 2(b)), the Employee shall forfeit all shares covered by the unvested portion of the Stock Award (determined above in subsection 2(b)) as of the date of such termination, without any further obligation of the Company to the Employee and all rights of the Employee with respect to such Restricted Stock shall terminate. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, vest shares upon the Employee’s termination from employment.
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3.
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RIGHTS DURING RESTRICTED PERIOD
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The Employee, during the Restricted Period, shall have the right to vote the Restricted Stock and receive any dividends on the Restricted Stock. Any dividends declared on the Restricted Stock shall be paid to Employee through payroll. Such dividends shall not be subject to the vesting schedule or any other restrictions as exist regarding the original shares of Restricted Stock.
The Restricted Stock may be credited to the Employee in book entry form and shall be held in custody by the Company or an agent for the Company until the applicable restrictions have expired. If any certificates are issued for shares of Restricted Stock during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto.
The Company shall be entitled to withhold the amount of any tax attributable to the Stock Award by withholding a portion of shares to defray all or a portion of any applicable taxes, withholding the required amounts from other compensation payable to the Employee, or by such other method determined by the Committee (including, but not limited to, requiring a cash payment by Employee to the Company), in its discretion.
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6.
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IMPACT ON OTHER BENEFITS
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The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.
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(a)
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Any shares issued pursuant to the Stock Award hereunder shall be shares that are listed for trading on a national securities exchange and registered under the Securities Act of 1933, as amended. The Company does not have an obligation to sell or issue shares that are not so registered. In the event that shares are not effectively registered, but can be issued by virtue of an exemption under the Securities Act of 1933, as amended, the Company may issue shares to the Employee if the Employee represents that such shares are being acquired as an investment and not with a view to, or for sale in connection with, the distribution of any such shares. Certificates for shares issued under the circumstances of the preceding sentence shall bear an appropriate legend reciting such representation.
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(b)
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In no event shall the Company be required to sell, issue or deliver shares pursuant to this Stock Award if, in the opinion of the Committee, the issuance thereof would constitute a violation by either the Employee or the Company of any provision of any law or regulation of any governmental authority or any securities exchange. As a condition of any sale or issuance of shares deliverable under the Stock Award, the Company may place legends on the shares, issue stop-transfer orders and require such agreements or undertakings from the Employee as the Company may deem necessary or advisable to assure compliance with any such law or regulation.
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Notwithstanding anything in this Stock Award, the terms of this Stock Award shall be subject to the provisions of the Plan, a copy of which is available electronically through the website of the broker servicing the Plan or may otherwise be obtained from a member of the Executive Compensation & Benefits staff. This Award is subject to all interpretations, amendments, rules and regulations established by the Compensation Committee from time to time pursuant to the Plan. In the event of an express conflict between any term, provision or condition of this Stock Award and those of the Plan, the terms, provisions or conditions of the Plan shall control. Any term, condition or provision on which the Award is silent shall be governed and administered in accordance with the terms, conditions or provisions of the Plan.
Nothing in this Stock Award shall confer upon the Employee the right to continue in the employ of the Company or any of its subsidiaries, or to interfere with or limit the right of the Company or of such subsidiary to terminate the Employee’s employment at any time.
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10.
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UNDERTAKING BY EMPLOYEE
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The Employee hereby agrees to take whatever additional actions and execute whatever additional documents the Compensation Committee may, in its discretion, deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Employee pursuant to the express provisions of this Stock Award and the Plan.
This Award shall be binding upon, and inure to the benefit of, the successors and assigns of the Company and upon persons who acquire the right to receive shares covered by the Stock Award hereunder by will or through the laws of descent and distribution.
Headings of the paragraphs contained in this Stock Award are inserted for convenience and reference and shall not be used in interpreting or construing the terms and provisions of the Award.
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13.
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ENTIRE AWARD; MODIFICATION
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This Award and the Plan constitutes the entire agreement between the parties with respect to the terms and supersede all prior or written or oral negotiations, commitments, representations and agreements with respect thereto. The terms and conditions set forth in this Stock Award may only be modified or amended in a writing, signed by both parties.
In the event any one or more of the provisions of this Stock Award shall be held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions shall be automatically deemed amended, but only to the extent necessary to render such provision or provisions valid, legal and enforceable in such jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Stock Award shall not in any way be affected or impaired thereby.
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